Joinder and Assumption Agreement - Sovereign Bank


 Exhibit 10.2 
  
 JOINDER AND ASSUMPTION AGREEMENT 
 for 
 HOMEBANC CORP. and 
 HOMEBANC MORTGAGE CORPORATION 
 6/04 AMENDED AND RESTATED 
 SENIOR SECURED CREDIT AGREEMENT 
  
 Reference is made to the 6/04 Senior Secured Credit Agreement dated as of June 7, 2004 (as it may be supplemented, amended or restated from time to time,
the “Current Credit Agreement”), among HOMEBANC CORP. (“HC”), HOMEBANC MORTGAGE CORPORATION (“HMC” and together with HC, the “Companies”), JPMORGAN CHASE
BANK and the other lenders party thereto (the “Lenders”) and JPMORGAN CHASE BANK, as agent and representative of the Lenders (the “Agent”). Terms defined in the Current Credit Agreement and used but
not defined differently herein have the same meanings here as there. 
  
 Effective as of the Joinder Date, as defined below, SOVEREIGN BANK (“Assumptor”), a Pennsylvania banking corporation, hereby joins in the Current Credit Agreement as a Lender. Assumptor hereby adopts and ratifies the
Current Credit Agreement. Assumptor hereby accepts and assumes, to the extent of its Commitment and Advances, the rights and obligations of a Lender under the Current Credit Agreement arising on or after the Joinder Date. The Agent has furnished the
Assumptor, and the Assumptor hereby acknowledges receipt of, true and complete copies of the Current Credit Agreement, the Custody Agreement and such other Facilities Papers as the Assumptor has requested. 
  
 From and after the Joinder Date the Assumptor shall be a party to and be
bound by the provisions of the Current Credit Agreement and, to the extent of its Commitment and Advances, shall have the rights and obligations of a Lender thereunder to the extent arising on or after the Joinder Date. 
  
 Assumptor hereby confirms to and agrees with the other parties to the Current
Credit Agreement as follows: (i) neither the Agent nor any other Lender has made or is making any representation or warranty or has assumed or is assuming any responsibility with respect to any statements, warranties or representations made in or in
connection with the Current Credit Agreement or any other Facilities Papers or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Current Credit Agreement or any other Facilities Paper; (ii) neither the Agent
nor any other Lender has made or is making any representation or warranty or has assumed or is assuming any responsibility with respect to the financial condition of the Company or any of its Affiliates or the performance or observance by the
Company of any of its obligations under the Current Credit Agreement or any other Facilities Paper; (iii) Assumptor confirms that it has received a copy of the Current Credit Agreement and the 6/23/04 Amendment to Credit Agreement and a copy of the
6/04 Custody Agreement, together with copies of the financial statements of HMC dated December 31, 2003, pro forma post-IPO financial projections of HC, and such other documents and information as Assumptor has deemed appropriate to make its own
credit analysis and decision to enter into this Joinder and Assumption Agreement; (iv) independently and without reliance upon the Agent or any other Lender and based on such documents and information as Assumptor shall deem appropriate at







 the time, Assumptor will continue to make its own decisions in taking or not taking action under the Current Credit
Agreement and the other Facilities Papers; (v) Assumptor appoints and authorizes the Agent to take such action as agent on its behalf and as its representative and to exercise such powers under the Current Credit Agreement and all related documents
as are reserved or delegated to the Agent by the terms thereof, together with all such powers as are reasonably incidental thereto and (vi) Assumptor agrees that it will perform in accordance with their terms all obligations that by the terms of the
Current Credit Agreement or any other Facilities Paper are required to be performed by it as a Lender. 
  
 This Joinder and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any
conflicts of laws principles that would require the application of the laws of another jurisdiction. 
  
 “Joinder Date”: August 4, 2004 
  

	Legal	Name of Assumptor: SOVEREIGN BANK 

  
 Assumptor’s Address for Notices: 
  
 Sovereign Bank 
 75 State Street, MA1-ST-0413 
 Boston, MA 02109 
 Attention: Steve Burse 
 Phone: (617) 346-7290 
 Fax: (617) 346-7494 
 E-mail: sburse@sovereignbank.com 
  
 Commitment assumed: Thirty-five Million Dollars ($35,000,000) 
  

			
	 SOVEREIGN BANK,
     as Assumptor

		
	 By:
	 	 /s/ Stephen E. Burse


	 Name:
	 	 Stephen E. Burse


	 Title:
	 	 Vice President



  

 2 







 CONSENT AND RATIFICATION BY THE COMPANY, THE EXISTING LENDERS 
 AND THE AGENT 
  
 The undersigned hereby consent to the foregoing joinder and assumption and ratify the Current Credit Agreement. The Company agrees to execute and deliver
to Assumptor a Senior Credit Note substantially in the form of Exhibit A-1 to the Current Credit Agreement in the face principal amount of Thirty-five Million Dollars ($35,000,000). Attached hereto are updates of Schedules
LC and MAC to the Current Credit Agreement reflecting the Lenders’ (including the Assumptor’s) Committed Sums and the Aggregate Committed Sum on specified dates. To the current actual knowledge of each of the Company
and the Agent, without special investigation, no Event of Default has occurred under the Current Credit Agreement that has not been declared in writing by the Agent to have been cured by the Company or waived by the Lenders. 
  

							
	 HOMEBANC MORTGAGE CORPORATION
	 	 HOMEBANC CORP.

				
	 By:
	 	 /s/ Debra F. Watkins

	 	 By:
	  	 /s/ Debra F. Watkins


	 Name:
	 	 Debra F. Watkins

	 	 Name:
	  	 Debra F. Watkins


	 Title:
	 	 Executive Vice President

	 	 Title:
	  	 Executive Vice President


		
	 JPMORGAN CHASE BANK
	 	 U.S. BANK NATIONAL ASSOCIATION

				
	 By:
	 	 /s/ Thanh Roettele

	 	 By:
	  	 /s/ William J. Umscheid


	 Name:
	 	 Thanh Roettele

	 	 Name:
	  	 William J. Umscheid


	 Title:
	 	 Vice President

	 	 Title:
	  	 Vice President


		
	 KEY BANK NATIONAL ASSOCIATION
	 	COMMERZBANK AKTIENGESELLSCHAFT NEW YORK BRANCH AND GRAND CAYMAN BRANCH
				
	 By:
	 	 /s/ Paul E. Henson

	 	 By:
	  	 /s/ Bill Earley, /s/ Mike McCarthy


	 Name:
	 	 Paul E. Henson

	 	 Name:
	  	 Bill Earley, Mike McCarthy


	 Title:
	 	 Executive Vice President

	 	 Title:
	  	 SVP, VP



  

 3 








							
	 CALYON NEW YORK BRANCH
	  	 BNP PARIBAS

				
	 By:
	 	 /s/ William Denton, /s/ Peter Rasmussen

	  	 By:
	  	 /s/ Barry Chung, /s/ Laurent Vanderzyppe


	 Name:
	 	 William Denton, Peter Rasmusssen

	  	 Name:
	  	 Barry Chung, Laurent Vanderzyppe


	 Title:
	 	 Managing Director, Manager Director

	  	 Title:
	  	 Vice President, Director


		
	 UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY
	  	 BANK HAPOALIM

				
	 By:
	 	 /s/ Kwong Yew Wong, /s/ Philip Cheong

	  	 By:
	  	 /s/ Laura Anne Raffa, /s/


	 Name:
	 	 Kwong Yew Wong, Philip Cheong

	  	 Name:
	  	 Laura Anne Raffa


	 Title:
	 	 Agent and General Manager,
 V.P. and Deputy General
Manager

	  	 Title:
	  	 Executive Vice President and
 Corporate
Manager


			
	 COLONIAL BANK, N.A.
	  	 	  	 
				
	 By:
	 	 /s/ Amy J. Nunneley

	  	 	  	 
	 Name:
	 	 Amy J. Nunneley

	  	 	  	 
	 Title:
	 	 Senior Vice President

	  	 	  	 

  

 4 







 SCHEDULE LC 
 TO 6/04 CREDIT AGREEMENT 
 (August 4, 2004 Update) 
  
 The Lenders’ Committed Sums 
  

							
	 Lender

	  	Committed Sum
from 6/7/04*
through 8/3/04

	  	Committed Sum
from 8/4/04 through
the Termination
Date


			
	 JPMorgan
	  	$	200,000,000	  	$	200,000,000
	 Key Bank National Association
	  	 	150,000,000	  	 	150,000,000
	 Commerzbank Aktiengesellschaft New York Branch and Grand Cayman Branch
	  	 	100,000,000	  	 	100,000,000
	 U.S. Bank National Association
	  	 	75,000,000	  	 	75,000,000
	 Calyon New York Branch
	  	 	0	  	 	50,000,000
	 BNP Paribas
	  	 	0	  	 	50,000,000
	 United Overseas Bank Limited, New York Agency
	  	 	0	  	 	50,000,000
	 Colonial Bank, N.A.
	  	 	0	  	 	25,000,000
	 Bank Hapoalim
	  	 	0	  	 	20,000,000
	 Sovereign Bank
	  	 	0	  	 	35,000,000
	 	  	
	
	  	
	

	 Aggregate Committed Sum
	  	$	525,000,000	  	$	755,000,000
	 	  	
	
	  	
	




	*	Commitments actually became effective on the “Effective Date”, July 19, 2004. 







 SCHEDULE MAC 
 TO 6/04 CREDIT AGREEMENT 
 (August 4, 2004 Update) 
 (Updates of this Schedule are effective only if signed by a Vice President 
 or more senior officer of JPMorgan Chase Bank, Agent) 
  
 The Maximum Aggregate Commitment from and after the following dates is as follows: 
  

							
	Maximum
Aggregate
Commitment

	 	 From and after

	 	 Update certified effective by the
 undersigned officer of JPMorgan Chase
 Bank, Agent


				
	$525,000,000	 	 June 7, 2004 through August 3, 2004
	 	 	 	 
				
	$755,000,000	 	 August 4, 2004 through the Termination Date
	 	 By:
	 	 /s/ Thanh Roettele


	 	 	 	 	 Name:
	 	 Thanh Roettele


	 	 	 	 	 Title:
	 	 Vice President